Exhibit 4.25
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 12, 2024, is made by and between Biora Therapeutics, Inc., a Delaware corporation (the “Company”) and GLAS Trust Company LLC, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein but otherwise undefined shall have the meaning assigned to such terms in the Original Indenture (as defined below).
W I T N E S E T H:
WHEREAS, the Company, the Trustee and GLAS Trust Company LLC, as collateral agent, are parties to that certain indenture , dated as of December 19, 2023 (the “Original Indenture” and as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of 11.00% / 13.00% Convertible Senior Notes due 2028 (the “Notes”);
WHEREAS, Section 8.02 of the Original Indenture provides that, with the consent of the Holders of (a) at least a majority in aggregate principal amount of the Notes then outstanding and (b) the then outstanding Notes held by Persons who are not Affiliates of the Company and its Subsidiaries (collectively, the “Majority Consent”), the Company and the Trustee may amend or supplement the Indenture or the Notes in accordance with such Section 8.02, except with respect to, among others, amendments to permit the Company to issue additional Notes for which the consent of the Holders of (a) at least 66 2/3% in principal amount of the Notes then outstanding and (b) at least 66 2/3% in principal amount of the then outstanding Notes held by Persons who are not Affiliates of the Company and its Subsidiaries (collectively, the “Supermajority Consent” and, together with the Majority Consent, the “Requisite Consent”), shall be required;
WHEREAS, the Holders of Notes comprising the Requisite Consent have validly tendered, and not withdrawn, their consents to the adoption of certain proposed amendments to the Original Indenture as set forth in Article I to this Supplemental Indenture (the “Proposed Amendments”) to be effectuated by this Supplemental Indenture in accordance with the provisions of the Original Indenture, and the Company, having received the Requisite Consent for the Proposed Amendments for the Notes, desires to amend the Original Indenture as provided in this Supplemental Indenture only in respect of the Notes; and
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee the Officer’s Certificate and Opinion of Counsel pursuant to Section 8.06 of the Indenture;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Original Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:
AMENDMENTS
(C) 2024 Notes. On March 12, 2024 there will be originally issued $6,637,500 aggregate principal amount of Notes, subject to the provisions of the Indenture. Notes issued pursuant to this Section 2.03(C) and any Notes issued in exchange therefor or in substitution thereof, shall be considered part of the same issuance as, and will be of the same class as, the Initial Notes.
MISCELLANEOUS PROVISIONS
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SECTION 2.09 Notes Document. This Supplemental Indenture, is, and shall be, one of the Notes Documents.
SECTION 2.10 Amendment. This Supplemental Indenture may be amended in writing from time to time in accordance with the terms of the Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each party hereto has caused this Supplemental Indenture to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written.
BIORA THERAPEUTICS, INC.
By: /s/ Eric d’Esparbes
Name: Eric d’Esparbes
Title: Chief Financial Officer
[Signature Page to Supplemental Indenture]
GLAS TRUST COMPANY LLC,
as Trustee
By: /s/ Katie Fischer
Name: Katie Fischer
Title: Vice President
[Signature Page to Supplemental Indenture]